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PWK/PIK - Pick n Pay Holdings Limited/Pick n Pay Stores Limited -
Resolution of shareholders in terms of section 60
Pick n Pay Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009610/06)
Share code: PWK ISIN code: ZAE000005724
Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/008034/06)
Share Code: PIK ISIN code: ZAE000005443
(collectively referred to as "the Companies")
RESOLUTION OF SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT,
71 OF 2008, AS AMENDED, ("COMPANIES ACT") IN RESPECT OF PROPOSED
FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE COMPANIES ACT
Notice is hereby given that the boards of directors of the Companies
have resolved to submit, pursuant to section 60 of the Companies Act, a
special resolution to be considered and voted on in writing by
shareholders of the Companies, relating to the provision of financial
assistance to any company related or inter-related to the Companies or
to any director or prescribed officer of the Companies or of a related
or inter-related company ("Special Resolution").
The general authority would grant to the Companies the necessary
authority to continue to operate as it has in the past, providing
financial assistance to companies within the Pick n Pay Group,
undertaking certain day-to-day operational decisions where the Companies
were previously not required to obtain shareholders` approval or
consent, as well as providing financial assistance to directors and
prescribed officers or members, in accordance with the existing policies
of the Companies.
The granting of the general authority would obviate the need to refer
each instance of provision of financial assistance for shareholder
approval in the circumstances contemplated in the Special Resolution. It
would assist the Companies with, inter alia, making financial assistance
available to directors or prescribed officers in terms of the existing
policies of the Companies, as well as making inter-company loans to
subsidiaries or inter-related companies of the Companies, as well as
granting letters of support and guarantees in appropriate circumstances.
This would avoid undue delays and attendant adverse financial impact on
subsidiaries, or related or inter-related companies, as it would
facilitate the expeditious conclusion of negotiations.
In the event that the Special Resolution is adopted by the shareholders
of the Companies, the boards of directors of such Companies shall not
authorise any financial assistance unless the solvency and liquidity
test has been satisfied.
The Special Resolution does not request authorisation for the provision
of financial assistance to a person related to a member of a related or
inter-related company, as contemplated in section 2(1)(a) of the
Companies Act.
This general authority would be valid up to and including the 2012
annual general meeting of the Companies, which will be held in June.
The notice of this Special Resolution will be posted to shareholders of
the Companies on 10 November 2011 and will be available to be viewed on
www.picknpay.co.za, under the investor relations tab from this date.
The record date for the purpose of voting on this Special Resolution
(being the date on which a shareholder must be registered in the
registers of shareholders of the Companies in order to vote on the
Special Resolution) shall be Friday, 9 December 2011. Accordingly, the
last day to trade in order to be registered in the Companies` registers
of shareholders on the record date shall be Friday, 2 December 2011.
Important dates:
The dates to be considered are as follows:
Last day to trade in order to be eligible to vote:
Friday, 2 December 2011
Record date for determining which shareholders will be entitled to vote:
Friday, 9 December 2011
Date on which shareholder votes and/or proxy forms (where applicable) to
be received by Group Secretary, or by transfer secretaries,
Computershare Investor Services (Proprietary) Limited:
Noon on Thursday, 15 December 2011
By order of the board
Cape Town
10 November 2011
Sponsor:
Investec Bank Limited
Date: 10/11/2011 07:30:01 Supplied by www.sharenet.co.za
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